Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Securities Code 5541)
June 1, 2020
To Shareholders with Voting Rights:
Akira Sasaki
President Director & Representative
Director
PACIFIC METALS CO., LTD.
6-1, Otemachi 1-Chome, Chiyoda-ku,
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 94TH ANNUAL GENERAL SHAREHOLDERS MEETING
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 94th Annual General Shareholders Meeting of PACIFIC METALSCO., LTD. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via
electromagnetic means (the Internet, etc.). Please review the attached Reference Documents for the General
Shareholders Meeting and, following the instructions stated in the Guide to Exercising Voting Rights on page2, exercise your voting rights by 5:30 p.m. Japan time on Wednesday, June 24, 2020.
1. Date and Time:
2. Place:

Thursday, June 25, 2020 at 10:00 a.m. Japan time
Iidabashi Rainbow Building (7F) located at
11 Ichigayafunagawaramachi, Shinjuku-ku, Tokyo(For the location of the venue, please refer to the map of the venue of theGeneral Shareholders Meeting at the end of this document.)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
94th Fiscal Year (April 1, 2019 - March 31, 2020) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Board
of Auditors
2. Non-consolidated Financial Statements for the Company’s 94th Fiscal Year
(April 1, 2019 - March 31, 2020)
Proposals to be resolved:
Election of nine (9) Directors
Proposal 1:
Election of one (1) Auditor
Proposal 2:* The reception desk at the venue is scheduled to open at 9:00 a.m.
* Consolidated Statement of Changes in Equity, Notes to Consolidated Financial Statements, Statement of
Changes in Equity and Notes to Non-consolidated Financial Statements are posted on the Company’s website
in accordance with provisions of laws and regulations as well as Article 17 of the Company’s Articles ofIncorporation and therefore are not provided in the Appendix to this Notice. If there are any revisions in the
Reference Documents for the General Shareholders Meeting, Business Report, Non-consolidated Financial
Statements and Consolidated Financial Statements, the revised versions will be posted on the Company’s
website (Japanese only).
The Company’s website: https://www.pacific-metals.co.jp-1-Guide to Exercising Voting Rights
If attending the General Shareholders Meeting
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
Please also bring this Notice with you.
Date & time of General Shareholders Meeting
Thursday, June 25, 2020 at 10:00 a.m. Japan time
Exercise your voting rights by postal mail (in writing)
Please indicate your vote for or against each proposal on the enclosed Voting Rights Exercise
Form and send it back so that it is received by the voting deadline below.
Deadline for exercising voting rights
Wednesday, June 24, 2020 at 5:30 p.m. Japan time
Exercise your voting rights via the Internet
Please access the voting website (https://www.web54.net) (Japanese only), use the “Voting
Right Exercise Code” and “Password” indicated on the enclosed Voting Rights Exercise Formand enter your vote for or against each proposal by following the instructions displayed on thescreen.
For details when exercising your voting rights via the Internet, please read the “Guide to
Exercising Voting Rights via the Internet” on page 3.
Deadline for exercising voting rights
Wednesday, June 24, 2020 at 5:30 p.m. Japan time
Measures against the spread of novel coronavirus disease

To ensure safety of shareholders and prevent the spread of infection, please exercise your voting rights in advance inwriting or via electromagnetic means wherever possible. We will stop distributing souvenirs, etc. to shareholders inattendance from this fiscal year.



Shareholders planning to attend the meeting are kindly requested to confirm the status of the spread as well as yourphysical condition on the day of the meeting. When attending the meeting, please cooperate in measures including wearing
face masks.



Officers in attendance and staff of the meeting may be wearing face masks on the day of the meeting. We may takemeasures to prevent the spread of infection at the venue of the meeting. We appreciate your kind understanding andcooperation in advance.

-2-

Guide to Exercising Voting Rights via the Internet
If you wish to exercise your voting rights via the Internet, please confirm the following matters before voting.
1. You may exercise your voting rights via the Internet only by accessing the voting website designated by
the Company (https://www.web54.net) (Japanese only). Please note that you cannot vote on the voting
website by accessing the Internet from a mobile phone.
2. Please exercise your voting rights via the Internet by 5:30 p.m. Japan time on Wednesday, June 24, 2020
to allow for vote counting.
3. If you exercise your voting rights both in writing and via the Internet, whichever vote that is received
later will be treated as valid. If your vote in writing and your vote via the Internet are received on thesame day, only the latter will be treated as valid.
4. If you exercise your voting rights more than once via the Internet, only your last vote will be treated asvalid.
5. If you fail to indicate your vote for or against a proposal (or your abstention from voting on a proposal),
you will be deemed to have voted in favor of that proposal.
6. The password is important information for confirming that the person who is exercising the voting rights
is the actual shareholder. Please treat it with utmost care, in the same manner as your seal and personal
identification number. Please bear in mind that we cannot respond to any inquiries about your Voting
Right Exercise Code or password.
7. If you enter the wrong password more than a certain number of times, it will become unusable. If you
wish to have a new password issued, please follow the on-screen instructions on how to apply for a new
password.
8. The Voting Right Exercise Code included in the Voting Rights Exercise Form is valid exclusively at theupcoming General Shareholders Meeting.
9. Shareholders will be required to bear any connection fees payable to internet service providers andcommunication fees (telephone charges, etc.) payable to communication carriers that may be incurred
upon using the voting website.
10. Inquiries regarding the use of devices such as personal computer(1) If you are unsure of how to use your device such as personal computer with regard to exercising yourvoting rights via the Internet, please contact:
Sumitomo Mitsui Trust Bank, Limited Stock Transfer Agency Web Support
TEL: 0120-652-031 (Business hours: 9:00– 21:00)(2) If you have any other inquiries, please contact the following.
(a) Shareholders who have an account with a securities company: Please contact your securities company.
(b) Shareholders who do not have an account with a securities company (i.e., Shareholders who have a
special account): Please contact the following.
Sumitomo Mitsui Trust Bank, Limited Stock Transfer Agency Center
TEL: 0120-782-031 (Business hours: 9:00– 17:00, excluding Saturdays, Sundays and national holidays)
For institutional investors: The Company is a participant of the Electronic Voting System Platform operated by
ICJ, Inc.

-3-

Reference Documents for the General Shareholders Meeting
Proposals and References
Proposal 1:

N
o.

1

2

3

Election of nine (9) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this year’s Annual General
Shareholders Meeting. Accordingly, the election of nine (9) Directors is proposed. The candidates are as
follows.
Details about each candidate such as career summary, reason for nomination and other information arestated in pages 6 to 12.
Term
Attendance atBoard of
Name
Genderof
Position
Responsibilities
Directors meeting
officeIn charge of Business21 out of 21
Masayuki
6
Director&
Managing
Process
Reengineering,
Reappointment
meetings
Male
Aoyamayears
Executive Officer
Production and Recycling(100.0%)Business
Assistant to the President, In
Director & Seniorcharge of Internal Controls
21 out of 21
10
Managing Executive
and General Affairs, andmeetings
Tamaki Fujiyama Reappointment Male
years
Officer
General Manager, Personnel(100.0%)& Labor Relation Dept.
In charge of Safety & HealthManagement and Resources& Technology Development 21 out of 21
Yoshiharu
3
Director & Senior
Reappointment
Project, and General
meetings
Male
Inomatayears
Executive Officer(100.0%)Manager, Quality Control &Environmental Management
Dept.

4

Kenichi Hara

Reappointment

Male

2
years

Director & Senior
Executive Officer

General Manager, Sales &Marketing Dept.

21 out of 21
meetings(100.0%)

5

Terunobu
Matsuyama

Reappointment

Male

2
years

Director & Senior
Executive Officer

General Manager, Finance &Accounting Dept.

21 out of 21
meetings(100.0%)6

HiroakiIchiyanagi

New candidate

Male

―

―

―

―

7

Kazuo Iwadate

New candidate

Male

―

―

―

―

8

ShinyaMatsumoto

Reappointment
OutsideIndependent

Male

7
years

Outside Director―

18 out of 21
meetings(85.7%)

9Hikari Imai

Reappointment
OutsideIndependent

Male

4
years

Outside Director―

21 out of 21
meetings(100.0%)Note:

Term of office, position and responsibilities are as at the time of this Annual General Shareholders Meeting.

-4-Reappointment: Candidate for Director to be reappointed
New candidate: Candidate for Director to be newly appointed
Outside: Candidate for Outside Director
Independent: Independent Director

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

April 1975

Joined the Company

December 2004

Deputy General Manager, Utility &Maintenance Dept., Production Div. andManager, Electric Power Sec.
Associate General Manager, Utility &Maintenance Dept., Production Div.
General Manager, Utility & MaintenanceDept., Production Div.
Director, Pacific Energy Center Co., Ltd.
Executive Officer, the Company

December 2008
April 2009
May 2010
June 2011
June 2014
Masayuki Aoyama(December 7, 1954)

1

June 2014

Director, Rio Tuba Nickel Mining Corporation(to present)
Director, Taganito Mining Corporation (topresent)
Director, the Company (to present)

June 2014

Senior Executive Officer

June 2014

June 2014

Reason for nomination as
candidate for Director

Number ofshares oftheCompany
held

2,600

General Manager, Production Dept.,
Production Div.
May 2017
President & Representative Director, Pacific
Gas Center Co., Ltd.
June 2018
Managing Executive Officer, the Company (topresent)
July 2019
In charge of Business Process Reengineering,
Production and Recycling Business (topresent)
The Company nominated Masayuki Aoyama as a candidate for Director because hehas experience in engaging in the creation of new ferronickel manufacturing
technologies/facilities and maintenance of existing ones and dealing in electric
power facilities, etc., and is also involved in the management of affiliates in Japanand overseas, and we determined that he has the experience and abilities suited to achief executive officer of the Company by leveraging such experience and trackrecord.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

April 1973
December 1997

Tamaki Fujiyama(February 25, 1950)

2

Reason for nomination as
candidate for Director

Number ofshares oftheCompany
held

Joined the Company
Deputy General Manager, Quality Control
Dept., Hachinohe Plant
April 2001
General Manager, Quality Control Dept.,
Production Div.
June 2006
General Manager, Internal Audit Dept.
June 2009
Senior Executive Officer
June 2010
Director (to present)
June 2012Managing Executive Officer
5,000
June 2013
In charge of Safety & Health Management,
Environmental Management, Quality Control
and Technical Research & Development
June 2014
Senior Managing Executive Officer (topresent)
June 2014
Assistant to President (to present)
June 2017
In charge of Internal Controls and General
Affairs (to present)
April 2018
General Manager, Personnel & Labor Relation
Dept. (to present)
The Company nominated Tamaki Fujiyama as a candidate for Director because hehas extensive experience and broad insight in various fields of the Company suchas quality control, internal audit divisions, general affairs and personnel & labor
relation, has demonstrated leadership as the Company’s management executive,
and we determined that he has the experience and abilities suited to a Director who
can take charge of the management of the Company.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

April 1975
December 2004

Yoshiharu Inomata(June 6, 1954)

3

Reason for nomination as
candidate for Director

Number ofshares oftheCompany
held

Joined the Company
Deputy General Manager, Quality Control
Dept., Production Div. and Manager, Analysis
Sec.
December 2006
Deputy General Manager, Quality Control
Dept., Production Div., Manager, Quality
Assurance Sec. and Manager, Analysis Sec.
December 2007
Associate General Manager, Quality Control
Dept., Production Div., Manager, Quality
Assurance Sec. and Manager, Analysis Sec.
July 2008
General Manager, Quality Control Dept.,
Production Div., Manager, Quality Assurance
Sec. and Manager, Analysis Sec.
April 2009
General Manager, Quality Control Dept. andManager, Quality Assurance Sec.
June 2012
Executive Officer and General Manager,
Quality Control Dept.
June 2014
Senior Executive Officer (to present)
June 2014
General Manager, Quality Control Dept. and2,427
General Manager, Environmental
Management Dept.
July 2016
General Manager, Quality Control &Environmental Management Dept.
September 2016
General Manager, Quality Control &Environmental Management Dept., General
Manager, Technical Research & Development
Dept. and Manager, Pyrometallurgy
Development Sec.
June 2017
Director (to present)
June 2017
In charge of Safety & Health Management,
Quality Control & Environmental
Management
June 2017
General Manager, Technical Research &Development Dept.
July 2019
In charge of Safety & Health Management
and Resources & Technology Development
Project (to present)
July 2019
General Manager, Quality Control &Environmental Management Dept. (to present)
The Company nominated Yoshiharu Inomata as a candidate for Director because
he has extensive experience in quality control, environmental management fields
and technical research & development, and we determined that he has theexperience and abilities suited to a Director who can take charge of the
management of the Company by leveraging such experience and track record.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

April 1988
October 2010

Kenichi Hara
(May 20, 1964)

4

Reason for nomination as
candidate for Director

Terunobu Matsuyama(December 16, 1969)5

Reason for nomination as
candidate for Director

Number ofshares oftheCompany
held

Joined the Company
Assistant General Manager, Environment &Recycle Business Dept.
December 2011
Assistant General Manager, Ferro Nickel
Sales Dept.
December 2012
Associate General Manager, Ferro Nickel
Sales Dept.
June 2014
Executive Officer
1,600
June 2014
General Manager, Ferro Nickel Sales Dept.
June 2017
Senior Executive Officer (to present)
March 2018
Director, Pacific Sowa Corporation (topresent)
June 2018
Director (to present)
June 2018
In charge of Sales
July 2019
General Manager, Sales & Marketing Dept.
(to present)
The Company nominated Kenichi Hara as a candidate for Director because he has
extensive experience in the sales field, and we determined that he has theexperience and abilities suited to a Director who can take charge of the
management of the Company by leveraging his past experience and track record.
April 1988
Joined the Company
December 2010
Assistant General Manager, Finance &Accounting Dept.
December 2013
Associate General Manager, Finance &Accounting Dept.
May 2014
Auditor, Pacific Gas Center Co., Ltd.
1,243
June 2014
General Manager, Finance & Accounting
Dept., the Company (to present)
June 2017
Executive Officer
June 2018
Director (to present)
June 2018
Senior Executive Officer (to present)
The Company nominated Terunobu Matsuyama as a candidate for Director because
he has a wealth of knowledge in the accounting/financial fields, and we determinedthat he has the experience and abilities suited to a Director who can take charge ofthe management of the Company by leveraging such experience and track record.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

Joined the Company
Deputy General Manager, Ore Purchasing &Mining Engineering Dept.
Associate General Manager, Ore Purchasing
December 2012
& Mining Engineering Dept.
Executive Officer
June 2014
General Manager, Ore Purchasing & Mining
June 2014
Engineering Dept.
900
Senior Executive Officer (to present)
June 2017
Director, Rio Tuba Nickel Mining Corporation
June 2018(to present)
Director, Taganito Mining Corporation (toJune 2018present)
General Manager, Resources & Technology
July 2019
Development Project Dept., the Company (topresent)
The Company nominated Hiroaki Ichiyanagi as a candidate for Director because hehas a wealth of knowledge in the ore procurement and overseas resources
development fields, and is also involved in the management of overseas affiliates,
and we determined that he has the experience and abilities suited to a Director who
can take charge of the management of the Company by leveraging such experienceand track record.
Joined the Company
April 1985
December 2009
Deputy General Manager, Production Dept.,
Production Div.
December 2012
General Manager, Production Dept.,
Production Div.
November 2015
General Manager, Production Dept. andGeneral Manager, Environmental Business
Dept., Production Div.
551
June 2017
Executive Officer (to present)
June 2017
Assistant General Manager, Production Div.,
General Manager, Utility & MaintenanceDept. and General Manager, Environmental
Business Dept.
July 2019
General Manager, Business Process
Reengineering Dept. (to present)
May 2020
President & Representative Director, Pacific
Gas Center Co., Ltd. (to present)
The Company nominated Kazuo Iwadate as a candidate for Director because hehas extensive experience in the production and maintenance fields, and wedetermined that he has the experience and abilities suited to a Director who cantake charge of the management of the Company by leveraging his past experienceand track record.

April 2003
December 2009

New candidate
Hiroaki Ichiyanagi(April 24, 1960)

6

Reason for nomination as
candidate for Director

New candidate
Kazuo Iwadate(January 14, 1967)

7

Reason for nomination as
candidate for Director

Number ofshares oftheCompanyheld- 10 -

Name(Date of birth)

No.

Career summary, positions, responsibilities
and significant concurrent positions

Number ofshares oftheCompany
held

April 1987

[Candidate for Outside
Director]
Shinya Matsumoto(August 12, 1959)

8

Reason for nomination as
candidate for Outside
Director[Candidate for Outside
Director]
Hikari Imai
(July 23, 1949)

9

Reason for nomination as
candidate for Outside
Director

Notes:

1.
2.
3.

4.

Registered as attorney, joined Marunouchi
Sogo Law Office
July 1996
Partner and attorney
June 2001
Outside Corporate Auditor, Impress
Corporation (now Impress Holdings, Inc.)(to present)
June 2006
Member of Special Committee, the0Company
June 2007
Outside Director, The Shibusawa Warehouse
Co., Ltd. (to present)
October 2011
Partner and Representative Attorney,
Marunouchi Sogo Law Office (to present)
June 2013
Outside Director, the Company (to present)
The Company nominated Shinya Matsumoto as a candidate for Outside Director
because we determined that he is capable of properly performing his duties as
Outside Director in order to promote the enhancement of compliance andimprovement of corporate governance from a technical perspective and based on
his broad insight as an attorney.
April 1974
Joined Yamaichi Securities Co., Ltd.
January 1986
Joined Morgan Stanley Japan Securities Co.,Ltd.
April 1993
Joined Merrill Lynch Japan Incorporated
January 1999
Deputy Chairman, and Chairman, Investment
Banking Division, Merrill Lynch Japan
Securities Co., Ltd
November 2007
Vice-President and Director, RECOF
Corporation
0
April 2008
President
July 2010
Advisor, Ebara Foods Industry, Inc.
April 2012
Outside Director, Olympus Corporation
June 2015
Outside Director, CYBERDYNE Inc. (topresent)
June 2016
Outside Director, the Company (to present)
November 2019
Outside Director, SHIMACHU CO., LTD. (topresent)
The Company nominated Hikari Imai as a candidate for Outside Director because
we determined that he is capable of properly performing his duties as Outside
Director based on his extensive experience as a corporate manager over many
years.

Candidates Mr. Hiroaki Ichiyanagi and Mr. Kazuo Iwadate are candidates for new Directors.
There are no special interests between each candidate and the Company.
Contract for limited liability with Directors
The Company has entered into a contract for limited liability with each of the candidates for Directors Mr. Shinya
Matsumoto and Mr. Hikari Imai pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act andArticle 30 of the Articles of Incorporation, and plans to continue the said contract subject to the approval of theirreappointment.
The gist of the said contract for limited liability is that the liability referred to in Article 423, Paragraph 1 of theCompanies Act shall be limited to the amount provided for in laws and regulations when Mr. Shinya Matsumoto and
Mr. Hikari Imai have acted in good faith and without gross negligence in performing their duties as Directors.
Matters concerning Outside Directors are as follows.
(1) Candidates Mr. Shinya Matsumoto and Mr. Hikari Imai are candidates for Outside Directors provided for in
Article 2, Paragraph 3(vii) of the Ordinance for Enforcement of the Companies Act.
The Company has appointed Mr. Shinya Matsumoto and Mr. Hikari Imai as Independent Directors pursuant to
the regulations set forth by Tokyo Stock Exchange and submitted a notification of their appointment to saidexchange.

- 11 -

(2)

(3)

(4)

Number of years served as Outside Directors by candidates for Outside Directors since their appointment(i) Mr. Shinya Matsumoto will have served as Outside Director of the Company for seven years at theconclusion of this Annual General Shareholders Meeting.
(ii) Mr. Hikari Imai will have served as Outside Director of the Company for four years at the conclusion ofthis Annual General Shareholders Meeting.
Candidates Mr. Shinya Matsumoto and Mr. Hikari Imai have not been Executives or Officers (excluding those
who are Executives) of a Specified Associated Service Provider (Article 2, Paragraph 3(xix) of the Ordinancefor Enforcement of the Companies Act) of the Company over the past five years.
Candidates Mr. Shinya Matsumoto and Mr. Hikari Imai each have held office as a director of other stockcompanies over the past five years, and there are no circumstances indicating unfair execution of businessduring their term of office at these companies.

- 12 -

Proposal 2:
Election of one (1) Auditor
The term of office of one (1) Auditor will expire at the conclusion of this year’s Annual General
Shareholders Meeting. Accordingly, the election of one (1) Auditor is proposed. The candidate for Auditor is
as follows.
This proposal has prior consent of the Board of Auditors.
Name(Date of birth)

Career summary, positions
and significant concurrent positions

Number ofshares oftheCompany
held

April 1985
April 1995

New candidate[Candidate for
Outside Auditor]
Shuzo Ikeda(February 3, 1959)

Reason for nomination as
candidate for Outside
Auditor

Notes:

1.
2.
3.

4.

Joined the Industrial Bank of Japan
Deputy Assistant General Manager,
International Business Dept., the Industrial
Bank of Japan
June 1997
Assistant General Manager, Screening Dept.,
the Industrial Bank of Japan
November 1999
Assistant Manager, Industrial Investigation
Dept., the Industrial Bank of Japan
October 2000
Acting General Manager, Capital Markets
Group, Mizuho Securities Co., Ltd.
October 2003
Assistant Manager, Corporate Marketing Dept.
2, Mizuho Corporate Bank, Ltd.
0
April 2005
Corporate Researcher, Credit Engineering
Dept., Mizuho Corporate Bank, Ltd.
April 2007
Deputy General Manager, Credit Engineering
Dept., Mizuho Corporate Bank, Ltd.
April 2011
Vice President, Member of the Board, Japan
Industrial Solutions Co., Ltd.
September 2012
External Director, ULVAC, Inc.
May 2013
Member of the Board, Japan Industrial
Solutions Co., Ltd.
July 2014
Outside Director, TOKYO ROPE MFG. CO.,LTD.
The Company nominated Shuzo Ikeda as a candidate for Auditor because wedetermined that he is capable of properly performing his duties as Auditor based on
his broad insight and wealth of knowledge and experience as director at othercompanies.

Candidate Mr. Shuzo Ikeda is a candidate for a new Auditor.
There are no special interests between candidate Mr. Shuzo Ikeda and the Company.
Contract for limited liability with Auditors
The Company plans to enter into a contract that limits liability for damages referred to in Article 423, Paragraph 1 of
the Companies Act with candidate for Auditor Mr. Shuzo Ikeda pursuant to the provisions of Article 423, Paragraph 1of the Companies Act and Article 39 of the Articles of Incorporation, in accordance with the provisions of Article
427, Paragraph 1 of the Companies Act, subject to the approval of his appointment at this Annual General
Shareholders Meeting.
The gist of the said contract for limited liability is that the liability referred to in Article 423, Paragraph 1 of theCompanies Act shall be limited to the amount provided for in laws and regulations when the candidate has acted ingood faith and without gross negligence in performing his duties as an Auditor.
Matters concerning Auditor are as follows.
(1) Candidate Mr. Shuzo Ikeda is a candidate for Outside Auditor provided for in Article 2, Paragraph 3(viii) of theOrdinance for Enforcement of the Companies Act. Furthermore, the Company plans to appoint Mr. Shuzo Ikeda
as Independent Officer pursuant to the regulations set forth by Tokyo Stock Exchange and submit a notificationof his appointment to said exchange subject to the approval of his appointment as Outside Auditor of theCompany.
(2) Candidate Mr. Shuzo Ikeda has not been an Executive or an Officer (excluding those who
are Executives) of a Specified Associated Service Provider (Article 2, Paragraph 3(xix) of the Ordinance for
Enforcement of the Companies Act) of the Company over the past five years.

- 13 -

<Reference> Criteria for determining independence of independent officers
The Company has established the criteria for determining independence of its independent officers as follows.
1. An independent officer shall be an Outside Director or an Outside Auditor with no risk of conflict of interest
arising with general shareholders.
2. An independent officer shall not be a major business partner (supplier or buyer) of the Company or a director,
executive or auditor thereof.
3. An independent officer shall not be a consultant, attorney, certified public accountant, certified tax accountant,etc. to whom the Company pays annual compensation amounting to one million yen or more other thanofficer’s compensation.
4. An independent officer shall not be a shareholder of the Company.
5. An independent officer shall not be a friend of a Director or Auditor of the Company.
6. An independent officer shall not formerly or currently be:(1) A director, executive, auditor or accounting advisor of the Company or the Company’s subsidiaries, etc.;(2) A shareholder who holds 5% or more of the Company’s shares or a director, executive or auditor of an
institutional shareholder who holds 5% or more of the Company’s shares;(3) A director, executive or auditor of the parent company of the shareholder referred to in paragraph (2)above;(4) A member of a corporation organized by a consultant, attorney, certified public accountant, certified tax
accountant, etc. to whom the Company pays annual compensation amounting to one million yen or moreother than officer’s compensation;(5) A major business partner (supplier or buyer) of the Company or a former member of such client other thandirector, executive or auditor thereof;(6) A shareholder who holds 5% or more of the Company’s shares or a former member of an institutional
shareholder who holds 5% or more of the Company’s shares other than director, executive or auditor
thereof;(7) A former member of the parent company of the shareholder referred to in paragraph (6) above other thandirector, executive or auditor of such parent company;(8) A member of a company whose relationship with the Company involves having outside officers from bothparties;(9) A recipient of donations from the Company or a former member thereof; or(10) A relative within third degree of kinship to any of the aforementioned persons.
[End of document]- 14 -